UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EGL, Inc.
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(NAME OF ISSUER)
Common Stock, par value $0.001 per share
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(TITLE OF CLASS OF SECURITIES)
268484 10 2
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(CUSIP NUMBER)
James Westra, Esq.
Weil, Gotshal & Manges LLP
100 Federal Street
34th Floor
Boston, MA 02110
(617) 772-8300
R. Jay Tabor, Esq.
Weil, Gotshal & Manges LLP
200 Crescent Court
Suite 300
Dallas, Texas 75201
(214) 746-7700
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
May 22, 2007
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [_]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D/A
EXPLANATORY NOTES: This Amendment No. 8 to Schedule 13D (this "Amendment")
is being filed by James R. Crane and the other reporting persons (collectively,
the "Reporting Persons") signatory hereto as identified in the Schedule 13D
filed on January 22, 2007, as amended by Amendment No. 1 thereto filed on
February 8, 2007, Amendment No. 2 thereto filed on March 1, 2007, Amendment No.
3 thereto filed on March 20, 2007, Amendment No. 4 thereto filed on March 28,
2007, Amendment No. 5 thereto filed on April 5, 2007, Amendment No. 6 thereto
filed on April 25, 2007, Amendment No. 7 thereto filed on May 14, 2007, and
Amendment No. 8 thereto filed on May 18, 2007 (as amended, the "Schedule 13D")
with the Securities and Exchange Commission (the "Commission") relating to the
common stock, par value $0.001 per share ("EGL Common Stock"), of EGL, Inc. (the
"Issuer"). The Schedule 13D is hereby amended and supplemented by the Reporting
Persons as set forth below in this Amendment. Capitalized terms used but not
defined in this Amendment shall have the meanings given in the Schedule 13D.
The Reporting Persons wish to make clear that Mr. E. Joseph Bento, who
was one of the signatories to the Schedule 13D filed on January 22, 2007 and
to Amendments No. 1 through 7 thereof as previously filed, was not a
signatory to Amendment No. 8 to the Schedule 13D and is not a signatory to
this Amendment.
The Reporting Persons have excluded Mr. Bento as a signatory and as a
member of the group because they believe, based on reliable information, that
Mr. Bento, while purporting to cooperate with the Reporting Persons in their
offer to acquire the Issuer, in fact has been secretly and improperly
cooperating with Apollo Management VI, L.P. and its portfolio company, CEVA
Group Plc (collectively, "Apollo/CEVA") in the competing offer by Apollo/CEVA to
acquire the Issuer.
The Reporting Persons further believe, based on reliable information that,
while holding himself out to the Reporting Persons as a person cooperating with
the Reporting Persons' bid for the Issuer, Mr. Bento in fact has, without the
prior knowledge of or permission from the Reporting Persons, improperly shared
confidential information relating to the Reporting Persons' bidding strategy and
other confidential information regarding the Reporting Persons' offer to acquire
the Issuer. The Reporting Persons cannot give any assurance that prior
statements of Mr. Bento in the Schedule 13D as to his intentions were in fact
truthful and accurate.
The Reporting Persons intend to explore all appropriate remedies,
including legal action for damages and other relief, that they may have against
Mr. Bento.
ITEM 4. PURPOSE OF TRANSACTION.
The disclosure in Item 4 is hereby supplemented by adding the following
after the last paragraph thereof:
On May 22, 2007, Centerbridge, Woodbridge and Talon Management Holdings
LLC entered into a letter agreement (the "LLC Agreement Letter") whereby such
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persons acknowledged and agreed, in connection with the execution and delivery
of the Interim LLC Agreement Amendment, that any amounts paid to Talon
Management Holdings LLC under the Interim LLC Agreement, as amended by the
Interim LLC Agreement Amendment are, to the extent Talon Management Holdings LLC
or James R. Crane has incurred expenses in connection with the transactions
contemplated by the Merger Agreement in excess of such amount, being paid to
Talon Management Holdings LLC in reimbursement of such costs and expenses, as
previously contemplated by the Interim LLC Agreement and Interim Investors
Agreement. This description of the LLC Agreement Letter does not purport to be
complete and is qualified in its entirety by reference to the LLC Agreement
letter, which is attached as Exhibit 7.34 hereto and incorporated by reference
in its entirety into this Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits shall be attached in numerical order at the end of
Item 7:
Exhibit Letter Agreement, dated as of May 22, 2007, among Centerbridge
7.34 Capital Partners, L.P., Centerbridge Partners Strategic, L.P.,
Centerbridge Capital Partners SBS, L.P., The Woodbridge
Company Limited, and Talon Management Holdings LLC.
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Signatures
After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, such person certifies that the information set forth in this
Schedule 13D/A with respect to such person is true, complete and correct.
Dated: May 23, 2007
*
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JAMES R. CRANE
*
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RONALD E. TALLEY
*
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GREGORY WEIGEL
*
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KEITH WINTERS
*
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VITTORIO FAVATI
*
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BRUNO SIDLER
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* Margaret Barradas, by signing her name hereto, does sign this document on
behalf of each of the persons indicated above for whom she is attorney-in-fact
pursuant to a power of attorney duly executed by such person and filed with the
Securities and Exchange Commission.
/S/ MARGARET BARRADAS
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MARGARET BARRADAS
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